Hormel Foods
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Hormel Foods is an American food manufacturer, the company is best known for its breakfast meat from the Spam brand. Hormel also sells groceries under the brand names such as Jennie-O, Stagg and Carapelli.

Hormel Foods - 10-K annual report


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ANNUAL REPORT ON FORM 10-K

HORMEL FOODS CORPORATION

OCTOBER 26, 2002

LOGO


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended OCTOBER 26, 2002    Commission File No. 1-2402

HORMEL FOODS CORPORATION
(Exact name of registrant as specified in its charter)

DELAWARE
(State or other Jurisdiction of
Incorporation or organization)

41-0319970
(I.R.S. Employer
Identification No.)

1 HORMEL PLACE AUSTIN, MINNESOTA
(Address of principal executive offices)

55912-3680
(Zip Code)

Registrant's telephone number, including area code
(507) 437-5611
Securities registered pursuant to Section 12 (b) of the Act:
COMMON STOCK, PAR VALUE $.0586 PER SHARE
Title of Each Class
NEW YORK STOCK EXCHANGE
Name of Each Exchange
On Which Registered

Securities registered pursuant to Section 12 (g) of the Act:

NONE
(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes   X      No        

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K. (X)

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes   X      No        

The aggregate market value of the voting stock held by non-affiliates of the registrant as of April 26, 2002 (the last business day of the registrant's most recently completed second fiscal quarter), was $1,845,340,119, based on the closing price of $24.99 per share on that date.

As of December 2, 2002, the number of shares outstanding of each of the Corporation's classes of common stock was as follows:

      Common Stock, $.0586 Par Value - 138,424,274 shares
      Common Stock Non-Voting, $.01 Par Value - 0 shares

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Stockholders' Report for the year ended October 26, 2002, are incorporated by reference into Part I and Part II Items 5-9, and included as a separate section in the electronic filing to the SEC.

Portions of the Proxy Statement for the Annual Meeting of the Stockholders to be held January 28, 2003, are incorporated by reference into Part III, Items 10-13.

1



PART I


Item 1. BUSINESS

(a) General Development of Business

Hormel Foods Corporation, a Delaware corporation, was founded by George A. Hormel in 1891 in Austin, Minnesota, as George A. Hormel & Company. The Company started as a processor of meat and food products and continues in this line of business. The Company name was changed to Hormel Foods Corporation on January 31, 1995. The Company is primarily engaged in the production of a variety of meat and food products and the marketing of those products throughout the United States. Although pork and turkey remain the major raw materials for Hormel products, the Company has emphasized for several years the manufacture and distribution of branded, consumer packaged items rather than the commodity fresh meat business. In recent years, the Company's emphasis on branded products has led to the introduction and growth of ethnic product lines, such as Chi-Chi's and Herdez (Mexican), House of Tsang (Asian), Marrakesh Express and Peloponnese (Mediterranean), Carapelli Olive Oil (Italian), and Patak's (Indian).

Fiscal 2002 was the first full year of operations for the Company's Jennie-O Turkey Store (JOTS) turkey business. The JOTS operation was created as a result of merging the Company's existing Jennie-O Foods, Inc. and The Turkey Store Company, which was acquired in the second quarter of fiscal 2001. The Turkey Store Company was a turkey processing business headquartered in Barron, Wisconsin. The merged JOTS operation is currently the largest turkey processor in the world. JOTS markets its turkey products through its own sales force and independent brokers.

The Company strengthened its presence in the nutritionally enhanced food products market with the second quarter fiscal 2001 acquisition of Diamond Crystal Brands Nutritional Products, formerly headquartered in Savannah, Georgia. The Company currently operates as one of the largest companies in the U.S. nutritionally enhanced food products market.

During the fourth quarter of fiscal year 2001, the Company exited the food processing equipment business by selling its wholly owned subsidiary, Algona Fabrication and Equipment Co. (AFECO) in Algona, Iowa.

Internationally, the Company markets its products through Hormel Foods International Corporation (HFIC), a wholly owned subsidiary. HFIC has a presence in the international marketplace through joint ventures and placement of personnel in strategic foreign locations such as China, Spain, and the Philippines. HFIC also has a global presence with minority positions in food companies in Spain (Campofrio Alimentacion S.A., 15% holding) and the Philippines (Purefoods-Hormel, 40% holding).

The Company has not been involved in any bankruptcy, receivership or similar proceedings during its history. Substantially all of the assets of the Company have been acquired in the ordinary course of business. Financial resources and anticipated funds from operations are considered adequate to meet normal operating cash requirements.

The Company had no significant change in the type of products produced or services rendered, nor in the markets or methods of distribution since the beginning of the fiscal year.

(b) Industry Segment

The Company's business is reported in four segments: Refrigerated Foods, Grocery Products, Jennie-O Turkey Store, and All Other. The contributions of each segment to net sales to unaffiliated customers and operating profit, and the presentation of certain other financial information by segment are reported in Note K of the Notes to Consolidated Financial Statements and in the Management's

2



Discussion and Analysis of the Annual Stockholder's Report for the year ended October 26, 2002, incorporated herein by reference.

(c) Description of Business

Products and Distribution

The principal products of the Company are meat and food products, which are sold fresh, frozen, cured, smoked, cooked and canned. The percentages of total revenues contributed by classes of similar products for the last three fiscal years of the Company are as follows:

 
 Year Ended
 
 
 October 26,
2002

 October 27,
2001

 October 28,
2000

 
Perishable meat 53.0%54.7%51.9%
Nonperishable meat 19.8 21.0 27.2 
Poultry 22.6 20.3 17.5 
Other 4.6 4.0 3.4 
  
 
 
 
  100.0%100.0%100.0%
  
 
 
 

Reporting of revenues from external customers is based on similarity of products, as the same or similar products are sold across multiple distribution channels such as retail, foodservice or international. To more precisely reflect the sales of each category, some reclassification of products has occurred from the October 28, 2000, percentages presented above. This reclassification caused a shift in revenues from the Nonperishable meat to the Perishable meat category. Revenues reported are based on financial information used to produce the Company's general-purpose financial statements.

Perishable meat includes fresh meats, sausages, hams, wieners and bacon. Nonperishable meat includes canned luncheon meats, shelf stable microwaveable entrees, stews, chilies, hash, meat spreads and other items that do not require refrigeration as well as frozen processed products. The Poultry category is composed primarily of JOTS products. The Other category primarily consists of nutritionally enhanced food products, food packaging (casings for dry sausage), industrial gelatin products, and food manufacturing equipment. The food manufacturing equipment business was sold in fiscal 2001. The Poultry and Other categories have increased over the past two years primarily because of The Turkey Store and Diamond Crystal Brands Nutritional Products acquisitions in the second quarter of fiscal 2001.

No new product in fiscal 2002 required a material investment of Company assets.

Domestically, the Company sells its products in all 50 states. Hormel products are sold through Company sales personnel, operating in assigned territories coordinated from district sales offices located in most of the larger U.S. cities, as well as independent brokers and distributors. As of October 26, 2002, the Company had approximately 600 sales personnel engaged in selling its products. Distribution of products to customers is by common carrier.

Through HFIC, the Company markets its products in various locations throughout the world. Some of the larger markets include Australia, Canada, China, England, Japan, Mexico and Micronesia. The

3



distribution of export sales to customers is by common carrier, while the China operations own and operate their own delivery system. The Company, through HFIC, has licensed companies to manufacture various Hormel products internationally on a royalty basis, with the primary licensee being Tulip International of Denmark.

Raw Materials

The Company has, for the past several years, been concentrating on processed branded products for consumers with year-round demand to minimize the seasonal variation experienced with commodity type products. Pork continues to be the primary raw material for Company products. Although hog producers are moving toward larger, more efficient year-round confinement operations and supply contracts are becoming increasingly prevalent in the industry, there is still a seasonal variation in the supply of fresh pork materials. The expanding line of processed items has reduced but not eliminated the sensitivity of Company results to raw material supply and price fluctuations.

Livestock slaughtered by the Company is purchased by Company buyers and commission dealers at sale barns and terminal markets or under long-term supply contracts at locations principally in Minnesota, Illinois, Iowa, Nebraska, Colorado and South Dakota. The cost of livestock and the utilization of the Company's facilities are affected by both the level and the methods of pork production in the United States. The hog production industry has been rapidly moving to very large, vertically integrated, year-round confinement operations operating under long-term supply agreements. This has resulted in fewer hogs being available on the spot cash market, which decreases the supply of hogs on the open market and can severely diminish the utilization of slaughter facilities and increase the cost of the raw materials they produce. The Company, along with others in the industry, uses long-term supply contracts to manage the effects of this trend and to assure a stable supply of raw materials while minimizing extreme fluctuations in costs over the long-term. This may result in costs for live hogs that are either higher or lower than the spot cash market depending on the relationship of the cash spot market to contract prices. Contract costs are fully reflected in the Company's reported financial results. In fiscal 2002, the Company purchased 75 percent of its hogs under long-term supply contracts.

In fiscal 2002, JOTS raised approximately 53 percent of the turkeys needed to meet its raw material requirements for whole bird and processed turkey products. Turkeys not sourced within the Company are contracted with independent turkey growers. JOTS' turkey-raising farms are located throughout Minnesota and Wisconsin.

Production costs in raising turkeys are subject to fluctuations in grain prices, particularly corn. In the fourth quarter of fiscal 2002, the Company began hedging its corn needs by purchasing corn futures contracts. The corn futures contracts offset the fluctuation in the Company's future direct corn purchases.

Manufacturing

The Company has plants in Austin, Minnesota; Fremont, Nebraska; Beijing, China; and Rochelle, Illinois (Rochelle converted to a 100 percent further processing facility effective January 6, 2003) that slaughter livestock for processing. Quality Pork Processors of Dallas, Texas, operates the slaughter facility at Austin under a custom slaughter arrangement.

4


Facilities that produce manufactured items are located in Algona, Iowa; Aurora, Illinois; Austin, Minnesota; Beloit, Wisconsin; Ft. Dodge, Iowa; Fremont, Nebraska; Houston, Texas; Knoxville, Iowa; Osceola, Iowa; Quakertown, Pennsylvania; Rochelle, Illinois; Stockton, California; Tucker, Georgia; Wichita, Kansas; Beijing, China; and Shanghai, China. Several companies perform custom manufacturing for Hormel, including Owatonna Canning Company, Owatonna, Minnesota; Lakeside Packing Company, Manitowoc, Wisconsin; Criders, Stilmore, Georgia; Tony Downs, St. James, Minnesota; and Pierre Foods of Claremont, North Carolina. Power Logistics, Inc., based in St. Charles, Illinois, operates distribution centers for the Company in Dayton, Ohio, and Osceola, Iowa.

The Company's turkey slaughter and processing operations are located in Barron, Wisconsin; Faribault, Minnesota; Marshall, Minnesota; Melrose, Minnesota; Montevideo, Minnesota; Pelican Rapids, Minnesota; and Willmar, Minnesota.

Patents and Trademarks

There are numerous patents and trademarks that are important to the Company's business. The Company holds five foreign and 40 U.S. issued patents. Some of the trademarks are registered and some are not. In recognition of the importance of these assets, the Company created a subsidiary, Hormel Foods, LLC, in 1998 to create, own, maintain and protect most of the Company's trademarks and patents. Some of the more significant owned or licensed trademarks used in the Company's segments are:

HORMEL, ALWAYS TENDER, AMERICAN CLASSICS, AUSTIN BLUES, BLACK LABEL, CARAPELLI, CHI-CHI'S, CURE 81, CUREMASTER, DAN'S PRIZE, DI LUSSO, DINTY MOORE, DUBUQUE, EL TORITO, FAST 'N EASY, HERB-OX, HERDEZ, HOMELAND, HOUSE OF TSANG, JENNIE-O TURKEY STORE, KID'S KITCHEN, LAYOUT, LITTLE SIZZLERS, MARRAKESH EXPRESS, MARY KITCHEN, OLD SMOKEHOUSE, PATAK'S, PELOPONNESE, PILLOW PACK, QUICK MEAL, RANGE BRAND, ROSA GRANDE, SANDWICH MAKER, SPAM, STAGG, THICK & EASY and WRANGLERS.

Customers and Backlog Orders

During fiscal year 2002, no customer accounted for more than 10 percent of total Company sales. The five largest customers in each segment make up approximately the following percentage of segment sales: 38 percent of Grocery Products, 39 percent of Refrigerated Foods, 33 percent of JOTS and 23 percent of All Other. The Company believes the loss of any single customer would not have a material adverse effect on the Company's business. Backlog orders are not significant due to the perishable nature of a large portion of the products and orders are accepted and shipped on a current basis.

Competition

The production and sale of meat and food products in the United States and internationally are highly competitive. The Company competes with manufacturers of pork and turkey products, as well as national and regional producers of other meat and protein sources, such as beef, chicken and fish. The Company believes that its largest domestic competitors for its Refrigerated Foods segment in 2002 were Tyson Foods, Smithfield Foods and ConAgra Foods; for its Grocery Products segment, ConAgra Foods, Dial Corp. and Campbell Soup Co.; and for JOTS, ConAgra Foods and Cargill, Inc.

5


All Hormel segments compete on the basis of price, product quality, brand identification and customer service. Through aggressive marketing and strong quality assurance programs, the Company's strategy is to provide higher quality products that possess strong brand recognition, which would then support higher value perceptions from customers.

The Company competes using this same strategy in international markets around the world.

Research and Development

Research and development continues to be a vital part of the Company's strategy to extend existing brands and expand into new branded items. The expenditures for research and development for fiscal 2002, 2001 and 2000, respectively, were $12,097,000, $11,478,000 and $9,592,000. There are 40 professional employees engaged in full time research, 18 in the area of improving existing products and 22 in developing new products.

Employees

As of October 26, 2002, the Company had over 15,500 active employees.

(d) Executive Officers of the Registrant

Name

 Age
 Current Office and Previous
Five Years Experience

 Dates
 Year
First
Elected
Officer

Joel W. Johnson 59 Chairman of the Board,
President and Chief Executive Officer
 12/08/95 to Present 1991

Michael J. McCoy

 

55

 

Executive Vice President and Chief Financial Officer

 

10/29/01 to Present

 

1996
    Senior Vice President and Chief Financial Officer 05/01/00 to 10/28/01  
    Vice President and Controller 04/27/98 to 04/30/00  
    Vice President and Treasurer 01/27/97 to 04/26/98  
    Treasurer 01/01/96 to 01/26/97  

Gary J. Ray

 

56

 

Executive Vice President Refrigerated Foods

 

11/01/99 to Present

 

1988
    Executive Vice President Operations 07/27/92 to 10/31/99  

Eric A. Brown

 

56

 

Group Vice President Prepared Foods

 

12/02/96 to Present

 

1987

Steven G. Binder

 

45

 

Group Vice President Foodservice

 

10/30/00 to Present

 

1998
    Vice President Foodservice 11/02/98 to 10/29/00  
    Director Foodservice Sales 12/30/96 to 11/01/98  

Richard A. Bross

 

51

 

Group Vice President Hormel/President
      Hormel Foods International Corporation

 

10/29/01 to Present

 

1995
    Vice President Hormel/President Hormel
      Foods International Corporation
 11/01/99 to 10/28/01  
    Vice President Grocery Products 01/30/95 to 10/31/99  

6



Jeffrey M. Ettinger

 

44

 

Group Vice President Hormel/President and
      Chief Operating Officer Jennie-O Turkey Store

 

10/29/01 to Present

 

1998
    Vice President Hormel/President and Chief
      Operating Officer Jennie-O Turkey Store
 04/30/01 to 10/28/01  
    Vice President Hormel/President and Chief
      Executive Officer Jennie-O Foods
 01/31/00 to 04/29/01  
    Vice President Hormel/Jennie-O Foods 11/01/99 to 01/30/00  
    Treasurer 04/27/98 to 10/31/99  
    Assistant Treasurer 11/24/97 to 04/26/98  
    Special Assignment 09/08/97 to 11/23/97  
    Grocery Products Product Manager 04/10/95 to 09/07/97  

Ronald W. Fielding

 

49

 

Group Vice President Meat Products

 

11/01/99 to Present

 

1997
    Vice President Hormel/President Hormel
      Foods International Corporation
 01/27/97 to 10/31/99  
    President Hormel Foods International
      Corporation
 01/01/96 to 01/26/97  

James A. Jorgenson

 

58

 

Senior Vice President Corporate Staff

 

11/01/99 to Present

 

1990
    Vice President Human Resources 12/30/91 to 10/31/99  

Mahlon C. Schneider

 

63

 

Senior Vice President External Affairs and
      General Counsel

 

11/01/99 to Present

 

1990
    Vice President and General Counsel 11/19/90 to 10/31/99  

Thomas R. Day

 

44

 

Vice President Foodservice Sales

 

10/30/00 to Present

 

2000
    Director Foodservice Sales 11/02/98 to 10/29/00  
    Director Dubuque Foods Incorporated
      Foodservice Sales and Marketing
 03/07/94 to 11/01/98  

Forrest D. Dryden

 

59

 

Vice President Research and Development

 

01/26/87 to Present

 

1987

Jody H. Feragen

 

46

 

Vice President and Treasurer

 

10/29/01 to Present

 

2000
    Treasurer 10/30/00 to 10/28/01  
    Assistant Treasurer, National Computer Systems
      in Eden Prairie, Minnesota, a data collection and
      software company
 12/01/95 to 10/30/00  

Dennis B. Goettsch

 

49

 

Vice President Foodservice Marketing

 

10/30/00 to Present

 

2000
    Director Foodservice Marketing 10/01/90 to 10/29/00  

Daniel A. Hartzog

 

51

 

Vice President Meat Products Sales

 

10/30/00 to Present

 

2000
    Director of Meat Products Business
      Development
 07/03/00 to 10/29/00  
    Meat Products Regional Sales Manager 09/19/88 to 07/02/00  

Kurt F. Mueller

 

46

 

Vice President Fresh Pork Sales and Marketing

 

11/01/99 to Present

 

1999
    Director Fresh Pork Sales and Marketing 02/03/97 to 10/31/99  
    Manager Logistics and Customer Service
      Refrigerated Products
 03/06/95 to 02/02/97  

Gary C. Paxton

 

57

 

Vice President Prepared Foods Operations

 

11/01/99 to Present

 

1992
    Vice President Manufacturing 01/27/92 to 10/31/99  

7



Larry J. Pfeil

 

53

 

Vice President Engineering

 

11/01/99 to Present

 

1999
    Director of Engineering 01/04/99 to 10/31/99  
    Corporate Manager Engineering 01/13/97 to 01/03/99  
    Corporate Manager Plant Engineering 12/27/93 to 01/12/97  

Douglas R. Reetz

 

48

 

Vice President Grocery Products Sales

 

11/01/99 to Present

 

1999
    Director Grocery Products Sales and
      Business Development
 09/15/97 to 10/31/99  
    Director Grocery Products Sales 01/04/93 to 09/14/97  

James N. Sheehan

 

47

 

Vice President and Controller

 

05/01/00 to Present

 

1999
    Treasurer 11/01/99 to 04/30/00  
    President Hormel Financial Services
      Corporation
 09/21/98 to 10/31/99  
    Corporate Manager Credit/Claims Hormel
      Financial Services Corporation
 07/28/97 to 09/20/98  
    Corporate Manager Credit/Claims 09/02/96 to 07/27/97  

William F. Snyder

 

45

 

Vice President Refrigerated Foods Operations

 

11/01/99 to Present

 

1999
    Director Fresh Pork Operations 09/27/99 to 10/31/99  
    Fremont Plant Manager 12/25/95 to 09/26/99  

Joe C. Swedberg

 

47

 

Vice President Meat Products Marketing

 

11/01/99 to Present

 

1999
    Director Meat Products Marketing 01/04/93 to 10/31/99  

Larry L. Vorpahl

 

39

 

Vice President Grocery Products Marketing

 

11/01/99 to Present

 

1999
    Director Grocery Products Marketing 09/30/96 to 10/31/99  

James W. Cavanaugh

 

53

 

Corporate Secretary and Senior Attorney

 

01/29/01 to Present

 

2001
    Assistant Secretary and Senior Attorney 01/29/90 to 01/28/01  

No family relationship exists among the executive officers.

Executive officers are elected annually by the Board of Directors at the first meeting following the Annual Meeting of Stockholders. Vacancies may be filled and additional officers elected at any regular or special meeting.

8




Item 2. PROPERTIES

Location

 Approximate
Floor Space
(Square Feet)
Unless Noted

 Owned or
Leased

 Lease
Expiration
Date

Hormel Foods Corporation      
 
Slaughtering and Processing Plants

 

 

 

 

 

 
  
Austin, Minnesota

 

 

 

 

 

 
   Slaughter 217,000 Owned  
   Processing 1,075,000 Owned  
  Fremont, Nebraska 655,000 Owned  
 
Processing Plants

 

 

 

 

 

 
  Algona, Iowa 153,000 Owned  
  Aurora, Illinois 141,000 Owned  
  Beloit, Wisconsin 339,000 Owned  
  Ft. Dodge, Iowa 17,000 Owned  
  Houston, Texas 93,000 Owned  
  Knoxville, Iowa 130,000 Owned  
  Osceola, Iowa 334,000 Owned  
  Quakertown, Pennsylvania 13,000 Owned  
  Rochelle, Illinois 440,000 Owned  
  Stockton, California 139,000 Owned  
  Tucker, Georgia 259,000 Owned  
  Wichita, Kansas 80,000 Owned  
 
Warehouse/Distribution Centers

 

 

 

 

 

 
  
Austin, Minnesota-Annex

 

83,000

 

Owned

 

 
  Dayton, Ohio 140,000 Owned  
  Eldridge, Iowa 280,000 Leased October, 2005
  Osceola, Iowa 233,000 Owned  
  Stockton, California 232,000 Leased July, 2004
  Tucker, Georgia 96,000 Leased October, 2004
 
Research and Development Center

 

 

 

 

 

 
  
Austin, Minnesota

 

59,000

 

Owned

 

 
 
Corporate Offices

 

 

 

 

 

 
  
Austin, Minnesota

 

203,000

 

Owned

 

 

Dan's Prize, Inc.

 

 

 

 

 

 
  
Browerville, Minnesota-Plant

 

52,000

 

Owned

 

 
  Long Prairie, Minnesota-Plant 80,000 Owned  

Jennie-O Turkey Store, Inc.

 

 

 

 

 

 
 
Plants

 

 

 

 

 

 
  
Barron, Wisconsin

 

372,000

 

Owned

 

 
  Faribault, Minnesota 169,000 Owned  
  Marshall, Minnesota 142,000 Owned  
  Melrose, Minnesota 124,000 Owned  

9


  Montevideo, Minnesota 85,000 Owned  
  Pelican Rapids, Minnesota 223,000 Owned  
  Willmar, Minnesota-Airport Plant 334,000 Owned  
  Willmar, Minnesota-Benson Ave. 79,000 Owned  
 
Feed Mills

 

 

 

 

 

 
  
Atwater, Minnesota

 

19,000

 

Owned

 

 
  Barron, Wisconsin 26,000 Owned  
  Dawson, Minnesota 37,000 Owned  
  Faribault, Minnesota 21,000 Owned  
  Henning, Minnesota 5,000 Owned  
  Northfield, Minnesota 17,000 Owned  
  Perham, Minnesota 26,000 Owned  
  Swanville, Minnesota 29,000 Owned  
 
Other

 

 

 

 

 

 
  
Barron, Wisconsin-Hatchery

 

37,000

 

Owned

 

 
  Detroit Lakes, Minnesota-Hatchery 24,000 Owned  
  Henning, Minnesota-Hatchery 22,000 Owned  
  Melrose, Minnesota-Warehouse 10,000 Owned  
  Turkey Farms *14,600 Owned  
  Willmar, Minnesota-Gorton Ave.
    Warehouse
 6,000 Owned  
  Willmar, Minnesota-Pacific Ave.
    Warehouse
 19,000 Owned  

Vista International Packaging, Inc.

 

 

 

 

 

 
  
Kenosha, Wisconsin-Plant

 

61,000

 

Owned

 

 
  Kenosha, Wisconsin-Warehouse 80,000 Leased April, 2004

Mountain Prairie, LLC

 

 

 

 

 

 
  
Las Animas, Colorado-Hog Confinement
    Buildings

 

707,000

 

66.7% Owned

 

 

Beijing Hormel Foods Co. Ltd.

 

 

 

 

 

 
  
Beijing, China-Plant

 

68,000

 

76.4% Owned

 

 

Shanghai Hormel Foods Co. Ltd.

 

 

 

 

 

 
  
Shanghai, China-Plant

 

38,000

 

77.2% Owned

 

 

*Acres

Many of these properties are not exclusive to any one of the Company's segments and a few of the properties are utilized in all four segments of the Company. The Company has renovation or building projects in progress at Austin, Minnesota; Fremont, Nebraska; Rochelle, Illinois; Osceola, Iowa; and at various JOTS locations. The Company believes its operating facilities are well maintained and suitable for current production volumes and all volumes anticipated in the foreseeable future.


Item 3. LEGAL PROCEEDINGS

The Company knows of no pending material legal proceedings.


Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to shareholders during the fourth quarter of the 2002 fiscal year.

10



PART II

Item 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

The high and low closing price of the Company's Common Stock and the dividends per share declared for each fiscal quarter of 2002 and 2001, respectively, are shown below:

2002

 High
 Low
 Dividend
Fourth Quarter $24.95 $20.95 $.0975
Third Quarter  24.99  20.50  .0975
Second Quarter  28.03  24.99  .0975
First Quarter  27.14  23.12  .0975

2001

 High
 Low
 Dividend
Fourth Quarter $26.39 $21.73 $.0925
Third Quarter  25.25  19.52  .0925
Second Quarter  21.50  18.51  .0925
First Quarter  19.13  16.75  .0925

Additional information about dividends, principal market of trade and number of stockholders on page 41 of the Annual Stockholders' Report for the year ended October 26, 2002, is incorporated herein by reference. The Company's Common Stock has been listed on the New York Stock Exchange since January 16, 1990.


Item 6. SELECTED FINANCIAL DATA

Selected Financial Data for the five years ended October 26, 2002, on page 18 of the Annual Stockholders' Report for the year ended October 26, 2002, is incorporated herein by reference.


Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
              OPERATIONS

Management's Discussion and Analysis of Financial Condition and Results of Operations on pages 19 through 26 of the Annual Stockholders' Report for the year ended October 26, 2002, is incorporated herein by reference.


Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information on the Company's exposure to market risk is included in the Management's Discussion and Analysis of Financial Condition and Results of Operations on page 27 of the Annual Stockholders' Report for the year ended October 26, 2002, is incorporated herein by reference.


Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Consolidated Financial Statements, including unaudited quarterly data, on pages 28 through 39 and the Report of Independent Auditors on page 39 of the Annual Stockholders' Report for the year ended October 26, 2002, are incorporated herein by reference.


Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
              DISCLOSURE

None.

12



PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information under "Election of Directors", contained on pages 4 and 5 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 28, 2003, is incorporated herein by reference.

Information concerning Executive Officers is set forth in Item 1(d) of Part I pursuant to Instruction 3, Paragraph (b) of Item 401 of Regulation S-K.


Item 11. EXECUTIVE COMPENSATION

Information for the year ended October 26, 2002, under "Executive Compensation" on pages 12 through 18 and "Compensation of Directors" on page 6 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 28, 2003, is incorporated herein by reference.


Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
                RELATED STOCKHOLDER MATTERS

Ownership of securities of the Company by certain beneficial owners and management for the year ended October 26, 2002, as set forth on pages 10 and 11 and information under "Equity Compensation Plan Information" on page 18 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 28, 2003, is incorporated herein by reference.


Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information under "Other Information Relating to Directors, Nominees, and Executive Officers" for the year ended October 26, 2002, as set forth on page 20 of the definitive proxy statement for the Annual Meeting of Stockholders to be held January 28, 2003, is incorporated herein by reference.


Item 14. CONTROLS AND PROCEDURES

Within 90 days prior to the filing date of this Annual Report on Form 10-K, the Company performed an evaluation under the supervision and with the participation of the Company's management, including its Chairman, President and Chief Executive Officer ("CEO") and Executive Vice President and Chief Financial Officer ("CFO"), of its "disclosure controls and procedures" (as defined in Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)). The Company's disclosure controls and procedures are designed to ensure that the Company, including its consolidated subsidiaries, is able to record, process, summarize and report financial data within the time periods specified in Securities and Exchange Commission rules and forms. As a result of this evaluation, the Company's CEO and CFO have concluded that the Company's disclosure controls and procedures were effective for their intended purposes.

There were no significant changes in the Company's internal controls or in other factors that could significantly affect internal controls subsequent to the date of their most recent evaluation.

13



PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

      (a)
      (1) and (2) The response to this portion of Item 15 is submitted as a separate section of this report.

      (3)
      List of Exhibits—The response to this portion of Item 15 is submitted as a separate section of this report.

      (b)
      The following reports on Form 8-K were filed during the fourth quarter:

      Form 8-K was filed on July 29, 2002, announcing the election of Susan Marvin, President of Marvin Windows and Doors, to the Company's Board of Directors.

      Form 8-K was filed on August 2, 2002, reporting that the Company filed with the Securities and Exchange Commission ("SEC") original sworn statements of the Company's Chief Executive Officer and Chief Financial Officer as required by the SEC's Order 4-460 issued on June 27, 2002.

      Form 8-K was filed on October 9, 2002, announcing that the Company's Board of Directors has authorized the repurchase of up to 10 million shares of its common stock.

      (c)
      The response to this portion of Item 15 is submitted as a separate section of this report.

      (d)
      The response to this portion of Item 15 is submitted as a separate section of this report.

14



    SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

    HORMEL FOODS CORPORATION

    By /s/ Joel W. JohnsonJanuary 22, 2003 

     
    Joel W. Johnson, Chairman of the Board,Date 
    President and Chief Executive Officer
     

    Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Each person whose signature to this report on Form 10-K appears below hereby constitutes and appoints each of Michael J. McCoy, Jody H. Feragen and Mark P. Kalvoda as his or her true and lawful attorney-in-fact and agent, with full power of substitution, to sign on his or her behalf individually and in the capacity stated below and to perform any acts necessary to be done in order to file the Annual Report on Form 10-K and all amendments to this report on Form 10-K, and any and all instruments or documents filed as part of or in connection with this report on Form 10-K or the amendments hereto, and each of the undersigned does hereby ratify and confirm all that said attorney-in-fact and agent, or his substitutes, shall do or cause to be done by virtue hereof.

    /s/  Joel W. Johnson      
    Joel W. Johnson
    1/22/03
    Date
     Chairman of the Board,
    President, Chief Executive
    Officer and Director
    (Principal Executive Officer)

    /s/  Michael J. McCoy      

    Michael J. McCoy

    1/22/03

    Date

     

    Executive Vice President,
    Chief Financial Officer
    and Director
    (Principal Financial and
    Accounting Officer)

    /s/  Gary J. Ray*      

    Gary J. Ray

    1/22/03

    Date

     

    Executive Vice President
    Refrigerated Foods
    and Director

    /s/  Eric A. Brown*      

    Eric A. Brown

    1/22/03

    Date

     

    Group Vice President
    Prepared Foods
    and Director

    /s/  John W. Allen*      

    John W. Allen

    1/22/03

    Date

     

    Director

     

     

     

     

    15



    /s/  John R. Block*      

    John R. Block

    1/22/03

    Date

     

    Director

    /s/  William S. Davila*      

    William S. Davila

    1/22/03

    Date

     

    Director

    /s/  E. Peter Gillette Jr.*      

    E. Peter Gillette Jr.

    1/22/03

    Date

     

    Director

    /s/  Luella G. Goldberg*      

    Luella G. Goldberg

    1/22/03

    Date

     

    Director

    /s/  Susan I. Marvin*      

    Susan I. Marvin

    1/22/03

    Date

     

    Director

    /s/  Dakota A. Pippins*      

    Dakota A. Pippins

    1/22/03

    Date

     

    Director

    /s/  John G. Turner*      

    John G. Turner

    1/22/03

    Date

     

    Director

    /s/  Dr. Robert R. Waller*      

    Dr. Robert R. Waller

    1/22/03

    Date

     

    Director


    * /s/  Michael J. McCoy      

    Michael J. McCoy, as
    Attorney-In-Fact


    1/22/03

    Date


     


     

    16



    Certification Required Under Section 302 of the Sarbanes-Oxley Act of 2002

    I, Joel W. Johnson, Chairman, President and Chief Executive Officer of Hormel Foods Corporation, certify that:

    (1)
    I have reviewed this annual report on Form 10-K of Hormel Foods Corporation;

    (2)
    Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; and

    (3)
    Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report.

    (4)
    The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

    designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the annual report is being prepared;

    evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and

    presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

    (5)
    The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons fulfilling the equivalent functions):

    all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

    any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

    (6)
    The registrant's other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.


     

     

     

     

     

     
    Dated: January 22, 2003
     Signed:/s/  Joel W. Johnson      
    Joel W. Johnson
    Chairman, President and
    Chief Executive Officer

    17



    Certification Required Under Section 302 of the Sarbanes-Oxley Act of 2002

    I, Michael J. McCoy, Executive Vice President and Chief Financial Officer of Hormel Foods Corporation, certify that:

    (1)
    I have reviewed this annual report on Form 10-K of Hormel Foods Corporation;

    (2)
    Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; and

    (3)
    Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report.

    (4)
    The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

    designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the annual report is being prepared;

    evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and

    presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

    (5)
    The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons fulfilling the equivalent functions):

    all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

    any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

    (6)
    The registrant's other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.


     

     

     

     

     

     
    Dated: January 22, 2003
     Signed:/s/  Michael J. McCoy      
    Michael J. McCoy
    Executive Vice President and
    Chief Financial Officer

    18


    F-1

    ANNUAL REPORT ON FORM 10-K



    ITEM 15 (a) (1), (2), AND (3) AND ITEM 15 (c) AND (d)


    LIST OF FINANCIAL STATEMENTS


    FINANCIAL STATEMENT SCHEDULE


    LIST OF EXHIBITS



    YEAR ENDED OCTOBER 26, 2002

    HORMEL FOODS CORPORATION

    Austin, Minnesota

    19


    F-2


    Item 15(a) (1), (2) and (3) and Item 15 (c) and (d)

    LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
    HORMEL FOODS CORPORATION

    FINANCIAL STATEMENTS

    The following consolidated financial statements of Hormel Foods Corporation included in the Annual Stockholders' Report for the Registrant to its stockholders for the year ended October 26, 2002, are incorporated herein by reference in Item 8 of Part II of this report:

    Consolidated Statements of Financial Position—October 26, 2002, and October 27, 2001.

    Consolidated Statements of Operations—Years Ended October 26, 2002, October 27, 2001 and October 28, 2000.

    Consolidated Statements of Changes in Shareholders' Investment—Years Ended October 26, 2002, October 27, 2001, and October 28, 2000.

    Consolidated Statements of Cash Flows—Years Ended October 26, 2002, October 27, 2001, and October 28, 2000.

    Notes to Financial Statements—October 26, 2002.

    Report of Independent Auditors

    FINANCIAL STATEMENT SCHEDULES

    The following consolidated financial statement schedule of Hormel Foods Corporation required pursuant to Item 15(d) is submitted herewith:

    Schedule II—Valuation and Qualifying Accounts and Reserves...F-3

    All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted.

    FINANCIAL STATEMENTS AND SCHEDULES OMITTED

    Condensed parent company financial statements of the registrant are omitted pursuant to Rule 5-04(c) of Article 5 of Regulation S-X.

    20


    F-3


    SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

    HORMEL FINANCIAL SERVICES CORPORATION

    (Dollars in Thousands)

    COLUMN A

     COLUMN B

     COLUMN C

     COLUMN D

     COLUMN E

                          Additions                      
    Classification

     Balance at
    Beginning
    of Period

     (1)
    Charged to
    Costs and
    Expenses

     (2)
    Charged to
    Other
    Accounts-
    Describe

     Deductions-
    Describe

     Balance at
    End of
    Period

    Valuation reserve deduction from assets account:               

    Fiscal year ended October 26, 2002

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     
     Allowance for doubtful accounts receivable $1,393 $1,638 $0 $
    $
    1,674
    (36
      (1)
    ) (2)
    $1,393

    Fiscal year ended October 27, 2001

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     
     Allowance for doubtful accounts receivable $1,273 $1,041 $120  (3)$
    $
    1,112
    (71
      (1)
    ) (2)
    $1,393

    Fiscal year ended October 28, 2000

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     
     Allowance for doubtful accounts receivable $1,273 $1,809 $-0- $
    $
    1,994
    (185
      (1)
    ) (2)
    $1,273

    Note (1) - Uncollectible accounts written off.

    Note (2) - Recoveries on accounts previously written off.

    Note (3) - Increase in the reserve due to the inclusion of The Turkey Store Company accounts receivable.

    21




    LIST OF EXHIBITS

    HORMEL FOODS CORPORATION

    Number

     Description of Document
    2.1*Agreement and Plan of Merger and Plan of Reorganization dated January 22, 2001, by and among Hormel, Badger Acquisition Corporation, Jerome Foods, Inc. and Jerome K. Jerome. (Incorporated by reference to Hormel's Current Report on Form 8-K dated March 9, 2001, File No. 001-02402.)

    3.1

    *

    Certificate of Incorporation as amended to date. (Incorporated by reference to Exhibit 3A-1 to Hormel's Annual Report on Form 10-K/A for the fiscal year ended October 28, 2000, File No. 001-02402.)

    3.2

    *

    Bylaws as amended to date. (Incorporated by reference to Exhibit 3.2 to Hormel's Amendment No. 3 to Registration Statement on Form S-4, dated November 29, 2001, File No. 333-68498.)

    4.1

    *

    Indenture dated as of June 1, 2001, between Hormel and U.S. Bank Trust National Association, as Trustee relating to certain outstanding debt securities. (Incorporated by reference to Exhibit 4.1 to Hormel's Registration Statement on Form S-4 dated, August 28, 2001, File No. 333-68498.)

    4.2

    *

    Supplemental Indenture No. 1 dated as of June 4, 2001, to Indenture dated as of June 1, 2001, between Hormel and U.S. Bank Trust National Association, as Trustee, relating to certain outstanding debt securities. (Incorporated by reference to Exhibit 4.2 to Hormel's Registration Statement on Form S-4 dated August 28, 2001, File No. 333-68498.)

    4.3

    *

    Letter of Representations dated June 5, 2001, among Hormel, U.S. Bank Trust National Association, as Trustee, and The Depository Trust Company relating to certain outstanding debt securities of Hormel. (Incorporated by reference to Exhibit 4.3 to Hormel's Registration Statement on Form S-4 dated August 28, 2001, File No. 333-68498.)

    4.4

    *

    Pursuant to Item 601 (b)(4)(iii) of Regulation S-K, copies of instruments defining the rights of holders of certain long-term debt are not filed. Hormel agrees to furnish copies thereof to the Securities and Exchange Commission upon request.

    10.1

    *

    U.S. $150,000,000 Credit Agreement, dated as of October 25, 2001, between Hormel, the banks identified on the signature pages thereof, and Citicorp U.S.A. Inc., as Administrative Agent. (Incorporated by Reference to Exhibit 10.1 to Hormel's Current Report on Form 8-K dated November 6, 2001.)

    10.2

    *

    Hormel Foods Corporation Operators' Shares Incentive Compensation Plan. (Incorporated by Reference to Appendix A to Hormel's definitive Proxy Statement filed on December 30, 1997, File No. 001-02402.)

    10.3

    **

    Hormel Foods Corporation Supplemental Executive Retirement Plan (2002 Restatement.)

    10.4

    *

    Hormel Foods Corporation 2000 Stock Incentive Plan. (Incorporated by Reference to Exhibit A to Hormel's definitive Proxy Statement filed on December 30, 1999, File No. 001-02402.)

    10.5

    *

    Hormel Foods Corporation Long-Term Incentive Plan. (Incorporated by Reference to Appendix B to Hormel's definitive Proxy Statement filed on December 30, 1997, File No. 001-02402.)

    10.6

    **

    Hormel Foods Corporation Supplemental Retirement Benefits Plan for the Benefit of Joel W. Johnson (1999 Restatement.)

    10.7

    **

    Hormel Foods Corporation Executive Deferred Income Plan II (2002 Restatement.)

    10.8

    **

    Form of Indemnification Agreement for Directors and Officers.

     

     

     

    22



    11.1

    *

    Statement re computation of per share earnings. (Incorporated by reference to Consolidated Statements of Operations and Note A of the Notes to Consolidated Financial Statements set forth in Exhibit 13.1 to the Annual Report to Stockholders for fiscal year ended October 26, 2002, dated October 26, 2002, File No. 001-02402.)

    13.1

    **

    Pages 18 through 41 of the Annual Report to Stockholders for fiscal year ended October 26, 2002.

    21.1

    **

    Subsidiaries of the Registrant.

    23.1

    **

    Consent of Independent Auditors.

    24.1

    **

    Power of Attorney.

    99.1

    **

    Cautionary Statement Regarding Forward-Looking Statements and Risk Factors.

    99.2

    **

    Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

    99.3

    **

    Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
    *
    Document has previously been filed with the Securities and Exchange Commission and is incorporated herein by reference.

    **
    These Exhibits transmitted via EDGAR.

    23




    QuickLinks

    PART I
    PART II
    PART III
    PART IV
    SIGNATURES
    Certification Required Under Section 302 of the Sarbanes-Oxley Act of 2002
    Certification Required Under Section 302 of the Sarbanes-Oxley Act of 2002
    SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES HORMEL FINANCIAL SERVICES CORPORATION (Dollars in Thousands)
    LIST OF EXHIBITS HORMEL FOODS CORPORATION